Zenith Fibres Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 36th Annual Report of Zenith Fibres Limited on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

01. Financial Highlights:

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	5219.70	3428.11
Other Income	330.20	290.98
Total Income	5549.90	3719.09
Cost of Materials consumed	3398.61	2155.03
Changes in Inventories of finished goods, Work-in-Progress and Stock-in-Trade	(4.55)	51.25
Employee benefit expenses	538.42	498.70
Finance cost	6.00	5.10
Depreciation and amortization expenses	80.45	81.27
Other expenses	1291.26	754.31
Total expenses	5310.19	3545.66
Profit before Exceptional items and tax expense	239.71	173.43
Add/(less): Exceptional items	-	-
Profit before Tax	239.71	173.43
Less: Tax Expense	59.58	41.68
Profit for the year (1)	180.13	131.75
Other Comprehensive Income (2)	4.34	7.72
Total Comprehensive Income (1+2)	184.47	139.47

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

02. Operations Review:

During the year under review, the Company delivered a strong operational performance, with total revenue from operations reaching Rs. 5219.70 Lakhs, representing a growth of 52.26% over the previous year’s revenue of Rs. 3428.11 Lakhs. Profit Before Tax stood at Rs. 239.71 Lakhs, as compared to Rs. 173.43 Lakhs in the previous year, reflecting a year-on-year increase of 38.22%. Profit After Tax for the year was Rs. 180.13 Lakhs, up 36.72% from Rs. 131.75 Lakhs reported in the preceding financial year.

Revenue from the Company’s wind energy segment stood at Rs. 142.45 Lakhs, compared to Rs. 177.34 Lakhs in the previous year. The decrease was primarily due to an unforeseen technical failure in the wind turbine, which occurred on September 13, 2024, resulting in a temporary suspension of power generation.

The Company acted swiftly to address the issue and the turbine was fully restored to operational status by March 1, 2025. With power generation now fully normalized, the Company expects wind energy revenues to return to projected levels in the subsequent periods.

This event has been managed effectively and the Company remains committed to ensuring the continued reliability and efficiency of its renewable energy assets, reinforcing its focus on long-term sustainability and growth.

03. Dividend:

Considering the Financial Results and the overall performance of the Company during the year under review, as compared to the previous year, the Board of Directors is pleased to recommend a dividend of Rs. 1/- (10%) per equity share on 39,44,136 equity shares of the face value of Rs. 10/- each for the Financial Year 2024-25.

This dividend amounting to Rs. 39.44 Lakhs is payable after declaration by the Shareholders.

04. Transfer to Reserves:

During the year under review, the Company has transferred an amount of Rs. 1500 Lakhs from the accumulated profits to the General Reserve.

05. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is annexed herewith as

Annexure: 1.

06. Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

i. that in the preparation of the Annual Financial Statements for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the period ended on that date.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

07. Share Capital:

During the year under review, there was no change in the paid-up share capital of the Company. The paid-up share capital of the Company stood at Rs. 3,94,41,360 consisting of 39,44,136 equity shares of Rs. 10/- each. Your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

08. Board of Directors and Key Managerial Personnel: Changes in Directors:

Mr. Sankarasubramanian Iyer, Independent Director (DIN: 10282513), vide his letter dated March 30, 2024 expressed his inability to join as an Independent Director of the Company with effect from April 1, 2024 owing to his health issues due to which he is unable to devote his time to the Company and accordingly, tendered his resignation as an Independent Director with effect from April 1, 2024.

Mr. Mukund Beriwala (DIN: 00053669) completed his second term as an Independent Director with effect from end of the day on May 28, 2024 and accordingly ceased to be Independent Director and Member of the Board of Directors of the Company. The Board of Directors place on record his deep appreciation for the wisdom, knowledge and guidance provided by him during his tenure as an Independent Director.

Re-appointment of Director:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Aman Rungta (DIN: 03585306) is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of above Director for your approval. Brief details of Director proposed to be reappointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

Continuation of Directorship:

Mrs. Rashmi Desai (DIN: 02281570) was re-appointed as an Independent Director of the Company for a second term of 5 (five) years at the 33rd AGM held on September 26, 2022 and she holds office as an Independent Director of the Company up to November 10, 2027.

In compliance with Regulation 17(1A) of the SEBI Listing Regulations, approvals/sanctions of the Members are hereby sought for continuation of office by Mrs. Rashmi Desai as an Independent Director of the Company during her Current Term, notwithstanding that she will attain the age of 75 years.

The Notice convening the AGM includes a proposal for the continuation of Mrs. Rashmi Desai’s directorship as an Independent Director of the Company on attaining the age of 75 years, until the expiry of her Current Term.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2025:

Mr. Sanjeev Rungta - Executive Chairman

Mr. Aman Rungta - Whole Time Director Finance

Mrs. Dharati Bhavsar - Company Secretary

09. Board Evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out the annual performance evaluation of Board, the Directors including Independent Directors, individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Corporate Governance Report:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to all requirements as set out by law. The report on Corporate Governance as stipulated under the SEBI Listing Regulations and the requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this report as Annexure: 2.

11. Company’s Policy on Directors’ Appointment and Remuneration:

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company’s website at https://zenithfibres.com/codes-policy/.

12. Subsidiary / Joint Venture / Associate Company:

During the year under review, the Company did not have any subsidiary or joint venture. The Company had 1 (one) associate company, Rainy Properties Pvt. Ltd., which ceased to be an associate with effect from March 28, 2025.

Accordingly, as on the date of this Report, the Company does not have any subsidiary, joint venture or associate company. In view of the above, the statement in Form AOC-1 containing the salient features of the financial statements of subsidiaries/ associate companies/joint ventures pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, is not applicable for the year under review.

13. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Act relating to the Corporate Social Responsibility initiatives are currently not applicable to the Company.

14. Deposits:

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on March 31, 2025.

15. Particulars of Loans, Guarantees, Securities or Investments:

The details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

16. Declaration by Independent Directors:

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors’ Databank.

17. Contracts and Arrangements with Related Parties:

All related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of the business or as approved by the Audit Committee and Board in accordance with the requirements of the Act and SEBI Listing regulations. There were no materially significant related party transactions entered into by your Company with related party as envisaged under Section 188 of the Act.

Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to your Company. Members may refer to Note No. 36.2 of Audited Financial Statements which sets out related party disclosures pursuant to Indian Accounting Standards.

The policy on Related Party Transactions as approved by the Board can be accessed on the Company’s website at https:// zenithfibres.com/codes-policy/.

18. Audit Committee:

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and SEBI Listing Regulations. The details relating to the same are given in the report on Corporate Governance forming part of this Report.

During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

19. Auditors:

19.1 Statutory Auditors:

The present Statutory Auditors, M/s. Surendra Modiani & Associates (Firm Registration No. 126307W) were reappointed at the 33rd AGM of the Company held on September 26, 2022 for a term of 5 (five) consecutive years from the conclusion of 33rd AGM till the conclusion of the 38th AGM of the Company to be held in relation to the Financial Year ending on March 31, 2027. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditor’s Report does not contain any qualification, reservation, adverse remarks or disclaimer.

19.2 Secretarial Auditors:

The Board of Directors has appointed Mr. Upendra Shukla, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The report of the Secretarial Auditor, in the prescribed Form No. MR-3 is annexed herewith as Annexure: 3. The Secretarial Auditor Report does not contain any qualification, reservation, disclaimer or adverse remarks.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of Mr. Upendra Shukla, Proprietor of M/s. Upendra Shukla & Associates, a Peer Reviewed Practicing Company Secretary (Membership No. F2727 and Peer Review No. 1882/2022) as Secretarial Auditor of the Company for a term of 5 (five) consecutive years to hold office from financial year 2025-26 to financial year 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of Mr. Upendra Shukla, Practicing Company Secretary, are separately disclosed in the Notice of ensuing AGM.

19.3 Internal Auditors:

The Board of Directors has appointed M/s. Keyur Patel & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2024-25.

20. Annual Return:

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on the Company’s website and can be accessed at https://zenithfibres.com/stakeholders-info/.

21. Code of Conduct:

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the Financial Year 2024-25. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect is annexed and forms part of this report.

22. Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism or Whistle Blower Policy for directors and employees to report genuine concerns has been established.

The same can be accessed on the Company’s website at the link: https://zenithfibres.com/codes-policy/.

23. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. All the Directors and the Designated Employees have confirmed compliance with the Code.

24. Meetings:

The Board met 5 (five) times during the Financial Year 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Act and the SEBI Listing Regulations.

Information on the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

25. Risk Management:

The Company has a mechanism in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

26. Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place the policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment.

The disclosures for the Financial Year 2024-25 are as under:

Particulars	Number
No. of Complaints received during the Financial Year	Nil
No. of Complaints disposed of during the Financial Year	Nil
No. of Complaints pending for more than 90 days	Nil

28. Particulars of Employees:

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure: 4 of the Annual Report.

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. Industrial Relations:

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure: 5 which forms part of this Annual Report.

31. Material Changes and Commitments if any, affecting the Financial Position of the Company which have occurred from the end of the Financial Year till the date of the Report:

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred from the end of the Financial Year till the date of the Report.

32. Reporting of Frauds:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

33. Change in the Nature of Business:

There was no change in the nature of the business of the Company during the Financial Year 2024-25.

34. Internal Control Systems and their Adequacy:

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory/regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

35. Cost Audit:

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

36. Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016:

During the year under review, neither any application was made, nor were any proceedings pending under Insolvency and Bankruptcy Code, 2016.

37. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

There was no instance of one-time settlement with any Bank or Financial Institution.

38. Business Responsibility & Sustainability Report (BRSR):

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) is not mandatorily applicable to the Company for the year under review, hence not annexed with Annual Report.

39. Compliance with Secretarial Standards:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

40. Compliance under the Maternity Benefit Act, 1961:

In accordance with the provisions of the Maternity Benefit Act, 1961, the Company remains committed to fostering a safe, inclusive and supportive work environment for its women employees.

As on the date of this Report, the Company has one full time woman employee on its rolls. During the year under review, no maternity benefits were availed. The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961.

41. Acknowledgement:

The Company would like to thank all the Stakeholders, Bankers, Employees, including inter alia Suppliers, Vendors and Investors and also place on record its appreciation to all the valuable customers for their consistent unstinted support throughout the year.

Place: Vadodara	For and on behalf of the Board
Date: 02.08.2025	For Zenith Fibres Limited
	Sd/-
	Sanjeev Rungta
	Executive Chairman
	DIN: 00053602